SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): OCTOBER 5, 2006
RECKSON ASSOCIATES REALTY CORP.
AND
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in its Charter)
Reckson Associates Realty Corp.- Reckson Associates Realty Corp.-
Maryland 11-3233650
Reckson Operating Partnership, L.P. Reckson OperatingPartnership, L.P.
Delaware 11-3233647
(State or other jurisdiction of (IRS Employer Identification
incorporation) 1-13762 Number)
(Commission File Number)
625 RECKSON PLAZA
UNIONDALE, NEW YORK 11556
(Address of principal executive offices)
516-506-6000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 5, 2006, the Company entered into a First Amendment (the
"Amendment"), dated as of August 3, 2006, to its Rights Agreement(the "Rights
Agreement"), dated as of October 13, 2000, between the Company and American
Stock Transfer & Trust Company, in connection with the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of August 3, 2006, by and among
Reckson Associates Realty Corp., a Maryland corporation (the "Company"),
Reckson Operating Partnership, L.P., a Delaware limited partnership, SL Green
Realty Corp., a Maryland corporation, Wyoming Acquisition Corp., a Maryland
corporation, Wyoming Acquisition GP LLC, a Delaware limited liability
company and Wyoming Acquisition Partnership LP, a Delaware limited
partnership. Under the terms of the Merger Agreement, the Company will merge
with and into Wyoming Acquisition Corp. (the "Merger"), with Wyoming
Acquisition Corp. continuing after the Merger as the surviving entity. The
purpose of the Amendment is to render the Rights Agreement inapplicable to the
Merger, the Merger Agreement and the other transactions contemplated thereby.
A copy of the Amendment is attached hereto as Exhibit 4.01 and is
incorporated herein by reference. The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Amendment.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth above under Item 1.01 with respect to the
Amendment is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.01 First Amendment to Rights Agreement, dated as of August 3,
2006, by and between Reckson Associates Realty Corp. and
American Stock Transfer & Trust Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
RECKSON ASSOCIATES REALTY
CORP.
By: /s/ Michael Maturo
------------------------------------
Name: Michael Maturo
Title: President, Chief Financial
Officer and Treasurer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp., its
General Partner
By: /s/ Michael Maturo
-------------------------------------
Name: Michael Maturo
Title: President, Chief Financial
Officer and Treasurer
Date: October 10, 2006
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.01 First Amendment to Rights Agreement, dated as of August 3,
2006, by and between Reckson Associates Realty Corp. and
American Stock Transfer & Trust Company.